Santa Fe Petroleum, Inc.

4011 West Plano Parkway, Suite 126

Plano, Texas 75093

December 19, 2012

Mr. Russell Mancuso, Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

     Re: Santa Fe Petroleum, Inc.

Amendment No. 4 to Form 8-K

Filed November 14, 2012

File No. 333-173302

Dear Mr. Mancuso:

Santa Fe Petroleum, Inc., a Delaware corporation (the “Company”), has received and reviewed your letter of December 6, 2012, pertaining to the Company’s Form 8-K (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”) on November 14, 2012 , File No. 333-173302.

Specific to your comments, our responses below are in addition to those filed via the Edgar system. The following numbered responses correspond to those numbered comments as set forth in the comment letter dated December 6, 2012.

Implications of Being An Emerging Growth Company

1. We note your response to prior comment 1; however, Section 107(b) of the JOBS Act provides that your previously disclosed decision to opt out of the extended transition period provided in Exchange Act Section 13(a) for complying with new or revised accounting standards is irrevocable. Please revise your disclosure throughout your document accordingly.

Response: In consideration of your comment, we have revised our disclosure to reflect our decision to opt out of the extended transition period provided in Exchange Act section 13(a).

Description of Business

2. Your response to prior comment 6 that the sales of the SFO shares were completed before the exchange appears to be inconsistent with the statement in exhibit 10.3 that the “Completion of the Stock Purchase is effective simultaneously with the closing of the public shell purchase (Shell Purchase) by SFO creating Santa Fe Petroleum, Inc. (Public).” As noted in comment 10 of our August 13, 2012 letter to you, we are unable to provide you any comfort regarding the accuracy of your analyses or conclusions in your responses to our comments.

Response: Long Branch Petroleum LP (“Long Branch” or “LB”) did not receive the securities of the Company with a view towards distribution. Long Branch received the securities of Santa Fe Operating, Inc. (“SFO”) as consideration for the sale of Santa Fe Land LLC to SFO. The sale of Santa Fe Land by Long Branch to Santa Fe Operating occurred approximately a year before the share exchange. For the purposes of clarification, the following is a chronology which outlines the history of the transactions referenced in the comment:

Date	Event
May 11, 2011	Incorporation of Santa Fe Operating, Inc. in Delaware (private company)
May 11, 2011	Santa Fe Operating Inc. (private company) purchases 100% membership interest in Santa Fe Land LLC (private company) from Long Branch Petroleum LP (private company) in exchange for 33,478,261 shares of Santa Fe Operating Inc. (private company).  The sale of SFO shares to Long Branch was complete at this time.
February 15, 2012 - April 5, 2012	Long Branch Petroleum LP sells Santa Fe Operating Inc. stock (received in the sale of Santa Fe Land to Santa Fe Operating) to three Participants in exchange for $400,000.  The Participation Agreements include a provision that “the Completion of the Stock Purchase is effective simultaneously with the closing of the public shell purchase (Shell Purchase) by SFO creating Santa Fe Petroleum, Inc.”
May 10, 2012	Santa Fe Operating, Inc. (private company) entered into and consummated a Share Exchange with Baby All Corp. (public company) to become a subsidiary of the public company.  Santa Fe Operating, Inc. and Santa Fe Land LLC are now both subsidiaries of the public company and the sale of stock to the Participants is complete pursuant to the Participation Agreements.
September 20, 2012	Company name change to Santa Fe Petroleum Inc. from Baby All Corp. became effective.

Long Branch received the securities in exchange for conveying a 100% membership stake in Santa Fe Land LLC to Santa Fe Operating Inc. Because the sales of the securities to the Participants were completed almost a year after LB received the securities from SFO, LB did not receive the securities with a view towards distribution because: (i) the length of time it held the securities is indicative that it received the securities for an investment purpose and not with the intent to distribute; and (ii) it received the securities as consideration for the sale of Santa Fe Land LLC.

Furthermore, the Section 4(1-1/2) exemption is available with regard to the sale of stock by Long Branch to the Participants. Under this exemption, securities that are initially privately placed may be resold if the re-sales by non-issuers essentially comply with the requirements of Section 4(a)(2) private placements, which provides a statutory exemption for "transactions by an issuer not involving any public offering." The theory underlying these exemptions is that, under the design of the Securities Act, registration is unnecessary as long as the transaction is sufficiently private (not a public offering), the purchaser is sufficiently sophisticated and the purchaser has access to sufficient information. In SEC v. Ralston Purina, the Supreme Court stated that the "design of the [Securities Act] is to protect investors by promoting full disclosure of information thought necessary to informed investment decisions. . . [T]he applicability of [Section 4(a)(2)] should turn on whether the particular class of persons affected needs the protection of the Act. An offering to those who are shown to be able to fend for themselves is a transaction ‘not involving any public offering.'" See SEC v. Ralston Purina, 246 U.S. 119, 124-125 (1953).

In this case, the sales of SFO stock by Long Branch to the Participants are exempt from registration pursuant to Section 4(1-1/2) because the sales substantively complied with Section 4(a)(2) and the Participants are accredited investors who are not among the “class of persons” that “need the protection of the [Securities] Act.” First, Section 4(a)(2) provides that a company can raise an unlimited amount of capital. The sales of stock by Long Branch qualify under Section 4(a)(2) because there is no restriction on the amount of money that can be raised. Second, Section 4(a)(2) provides that a company cannot use general solicitation or advertising to market the securities. The sales of stock by Long Branch qualify under Section 4(a)(2) because Long Branch did not use general solicitation or advertising to market the securities since these securities were sold to investors with whom Long Branch had pre-existing relationships. Third, Section 4(a)(2) provides that a sale of securities can be to an unlimited number of accredited investors. The sales of stock by Long Branch qualify under Section 4(a)(2) because all of the Participants were “accredited investors.” Fourth, Section 4(a)(2) provides that a seller must be available to answer questions by prospective purchasers. The sales of stock by Long Branch qualify under Section 4(a)(2) because Long Branch has been available to answer questions from prospective purchasers. Fifth, Section 4(a)(2) provides that companies may decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal securities laws. The sales of stock by Long Branch qualify under Section 4(a)(2) because, given that all of the Participants are “accredited investors,” the information provided by Long Branch to the Participants was sufficient to ensure compliance. Sixth, Section 4(a)(2) provides that purchasers must receive “restricted” securities. The sales of stock by Long Branch qualify under Section 4(a)(2) because the Participants received “restricted securities.” Therefore, the sale of stock by Long Branch to the Participants was exempt from registration as permitted by the exemption granted by Section 4(1-1/2) because the securities were sold in substantial compliance with Section 4(a)(2) and the overall design of the Securities Act permits re-sales in cases where the purchasers “are able to fend for themselves,” as is evident in the case of the sales of stock by Long Branch to the Participants.

Governmental Regulation

3. Prior comment 8 sought disclosure in your document. If the regulations materially affect your leases or other business, please provide appropriate information in your filing. Include specific information regarding how the regulations affect your business, not merely a general description of what the regulations govern.

Response: Texas Natural Resources Code sections 91.400 – 91.406 may affect the price at which royalty owners may be paid for production on their leases if they were changed. The following is a list of regulations that potentially could materially affect our leases.

Section 91.402 governs the payment of proceeds derived from the sale of oil and gas production. Section 91.402(a) provides a default schedule for payment in case the lease does not specify the frequency of payment between payee and payor. This section may affect the price at which royalty owners may be paid for their leases because the “Paid Up Oil and Gas Leases,” substantially in the form as filed with the Commission on September 7, 2012 as Exhibit 10.6, do not contain a schedule for the payment of royalties and, absent any subsequent addendums or other modifications of the leases, royalty payments are required to be made according to the schedule set forth in this section. Section 91.402(b) allows payments to be withheld when there are disputes regarding title. This section may affect the price at which royalty owners may be paid for their leases because it sets forth certain conditions that would allow payment to be withheld. Section 91.402(c) sets forth the requirements for division orders from the payee. This section may affect the price at which royalty owners would be paid for their leases because the costs of obtaining certain certifications and the expense of accumulating certain information required to be included in the division order may ultimately affect the amount of revenue generated by the leasehold, which would ultimately affect the price at which royalty owners may be paid for production on their leases.

Section 91.403 governs the payment of interest. Section 91.403(a) provides a default interest rate in case the lease does not specify a rate of interest. This section may affect the price at which royalty owners may be paid for their leases because the “Paid Up Oil and Gas Leases,” substantially in the form as filed with the Commission on September 7, 2012 as Exhibit 10.6, does not specify a rate of interest and, absent any subsequent addendums or other modifications of the leases, interest will be set at the rate set forth in this section.

Section 91.404 governs remedies for the non-payment of royalties. Section 91.404(a) provides that written notice requesting payment is required before beginning judicial action. Section 91.404(b) sets forth the time that the payor has to respond to notices sent pursuant to Section 91.404(a). Section 91.404(c) provides the appropriate forum for causes of action for nonpayment. This section may affect the price at which royalty owners may be paid for their leases because legal costs may ultimately affect the amount of revenue generated by the leasehold, which would ultimately affect the price at which royalty owners may be paid for production on their leases.

Section 91.406 governs attorney’s fees. Section 91.406(a) requires payment of reasonable attorney’s fees for final judgments in favor of plaintiffs and Section 91.406(b) sets forth a minimum for damage awards. This section may affect the price at which royalty owners may be paid for their leases because legal costs may ultimately affect the amount of revenue generated by the leasehold, which would ultimately affect the price at which royalty owners may be paid for production on their leases.

In consideration of your comment, we have revised our disclosures as follows:

“Governmental Regulation

Our oil and gas operations are subject to various federal, state, and local governmental regulations. Matters subject to regulation include discharge permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells, pooling of properties, and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. The production, handling, storage, transportation, and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to regulation under federal, state, and local laws and regulations relating primarily to the protection of human health and the environment. State and local laws and regulations may affect the prices at which royalty owners are paid for their leases by requiring more stringent disclosure and certification requirements, adjusting interest rates for late payments, raising legal and administrative costs and imposing more costly default contractual terms. The requirements imposed by such laws and regulations are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations” (emphasis added).

“8. Commitment and Contingencies

From time-to-time the Company may become subject to proceedings, lawsuits and other claims in the ordinary course of business including proceedings related to environmental and other matters. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. The Company is unaware of any claim or lawsuit as of March 31, 2012 (unaudited) and December 31, 2011.

The Company is subject to various possible contingencies that arise primarily from interpretation of federal and state laws and regulations affecting the oil and natural gas industry. Such contingencies include differing interpretations as to the prices at which oil and natural gas sales may be made, the prices at which royalty owners may be paid for production from their leases, environmental issues and other matters. Although management believes that it has complied with the various laws and regulations, administrative rulings and interpretations thereof, adjustments could be required as new interpretations and regulations are issued. In addition, environmental matters are subject to regulation by various federal and state agencies. Please see Item 5.06, Description of the Business, Governmental Regulation of this Filing for more information” (emphasis added).

Liquidity and Capital Resources

4. Please tell us where you reported the termination of the agreement mentioned in the last sentence of your response to prior comment 11 and where you explained to investors that the amount of proceeds was less than 10% of the anticipated proceeds. See Item 1.02 of Form 8-K and Item 303 of Regulation S-K. In this regard, we also note the reference to an investment banking agreement in the liquidity disclosure of your most recent Form 10-Q; if this is a new agreement, please tell us where you filed the agreement and disclosed its material terms, including the duration and obligations of the parties.

Response: The Agency Agreement mentioned in the last sentence of our response to prior comment 11, filed with the Commission on Form 8-K/A on September 7, 2012 as Exhibit 10.8, terminated by expiration in accordance with its terms. Item 1.02 of Form 8-K, which only requires disclosure if the agreement was not terminated by expiration, does not apply because the Agency Agreement was terminated by expiration.

We disclosed to investors the amount of proceeds from the Agency Agreement in Part I, Item 2 of our Form 10-Q for the quarterly period ending September 30, 2012, filed with the Commission on November 13, 2012, where we stated:

“Cash flow from financing activities.  The Company had $343,573 of cash flow from financing activities for the nine months ended September 30, 2012, and no cash flow from financing activities for the period from May 11, 2011, (commencement of operations) through September 30, 2011. From July 1, 2012, through September 30, 2012, the Company received $343,573 of net proceeds ($403,525 gross proceeds less $59,952 of financing and offering expenses) through the PPM discussed previously. The Company issued 807,050 shares of its $0.0001 par value common stock at $0.50 per share” (emphasis added).

There is no new investment banking agreement for the private placement that is referenced in the liquidity disclosure of our most recent Form 10-Q. In the “Management’s Discussion and Analysis” (MD&A) section of the Company’s most recent Form 10-Q for the quarterly period ending September 30, 2012, we reported:

"The Company’s primary needs for cash are (i) to fund drilling and development costs associated with well development within its leasehold properties, (ii) the  further acquisition of additional leasehold assets, and iii), the payment of contractual obligations and working capital obligations. Initially, funding for these cash needs will be provided by the sale of equity from a new $10 million private placement of common stock as discussed below. Subsequently, this will be supplemented by a combination of internally-generated cash flows from operations and equity and or debt financing sources.

The Company’s primary capital resources from May 11, 2011, (commencement of operations) through September 30, 2012, have been from funds provided by affiliated related parties and cash proceeds from the issuance of common stock pursuant to a private placement memorandum (“PPM”). The Company has recently initiated a new private placement for the sale of common stock and believes that cash proceeds should be sufficient to meet both our short-term working capital requirements and our twelve month capital expenditure plans” (emphasis added).

While we have recently initiated a new private placement, there is no formal agreement with any investment bank currently in place. The investment bank agreement for the new private placement referenced above is currently under negotiation and will be disclosed pursuant to Item 601(b)(10)(ii)(A)-(D) of Regulation S-K after it is finalized.

Directors and Executive Officers

5. Refer to your response to prior comment 14. We note that you elect to identify companies with which your CEO/CFO was affiliated as “publicly traded.” We also note that you indicate that his “extensive experience as CFO” is a reason why he was selected to serve as a director. It appears that, during periods in which he served in roles that had responsibility for public reporting by those companies, at least a portion of those companies did not file required reports with the Commission. It remains unclear why you believe that it is appropriate to highlight for investors your CEO/CFO’s experience with “public companies” while not balancing your statements with information regarding his role in at least a portion of those companies’ failure to provide investors required public reports. Please expand your response to address Rule 10b-5(b) and to explain clearly why you believe it is not material to investors - who will be relying on your CEO/CFO to provide public reports - that he apparently has or had a significant role in other companies’ apparent non-compliance with public reporting obligations.

Response: On November 28, 2012, the Company terminated Bruce Hall, as disclosed on Form 8-K filed with the Commission on November 28, 2012. Therefore, this comment is no longer applicable because Bruce Hall will no longer have any role in the Company’s compliance with its public reporting obligations. Our disclosure has been revised to include this information in the “Subsequent Events” section of the Filing.

Certain Relationships and Related Transactions and Director Independence

6. Please reconcile your response to prior comment 15 that there are no repayment terms with your disclosure that the amounts are “accounts payable.”

Response: In consideration of your comment, we wish to clarify that the payments made on behalf of Santa Fe Operating, Inc. by SFP, Inc. and SFP LLC were not loans and there were no specific loan agreements or repayment terms. Santa Fe Operating, Inc., SFP, Inc. and SFP LLC were all characterized as “related parties” under ASC 850 – Related Party Disclosures (FAS No. 57) because they are under the “common ownership” of the same principal stockholder. The payments were expenses paid for the Company by related parties and, pursuant to ASC 850, were properly classified as “Accounts Payable - Related Parties” on the Company’s balance sheet. The terms of compensation to the related parties for these payments have not been formalized and shall be made on a going-forward basis as the Company generates revenue.

Common Stock

7. We note your response to prior comment 18. Your disclosure indicates that you issued 33,478,261 shares for the May 2012 exchange, that you issued 2,500,000 shares in your registered offering which now represent 6,000,000 shares as a result of your stock split, and that you had 3,000,000 shares outstanding prior to the offering which now represent 7,200,000 shares as a result of your stock split. Therefore, it appears that you would have had 46,678,261 shares outstanding on the date that this Form 8-K was originally due. However, you disclose that you have outstanding 39,478,261 shares. Please reconcile. Also, please tell us when you will file the Form D related to the transaction that you appear to suggest in Part II Item 2 of your latest Form 10-Q was exempt from registration based on Regulation D.

Response: The 3,000,000 (pre-split) / 7,200,000 (post-split) shares outstanding prior to the registered offering were cancelled pursuant to a certain letter of intent, hereto affixed as Exhibit A. Therefore, the disclosure regarding the 39,478,261 shares outstanding as of May 11, 2012 is correct. The Filing has been revised as follows:

“We are authorized to issue 200,000,000 shares of our Common Stock, $0.0001 par value, of which, as of May 10, 2012, 39,478,261 shares are issued and outstanding. Of these 39,478,261 shares of Common Stock outstanding, 6,000,000 are freely-tradable as a result of the registration of the offer and sale of these shares on Form S-1. The Company commenced a capital formation activity by filing a Registration Statement on Form S-1 to register and sell in a self-directed offering 2,500,000 shares of newly issued common stock at an offering price of $0.03 per share for proceeds of up to $75,000. The Registration Statement was declared effective on January 9, 2012. The Company had 3,000,000 shares outstanding prior to the offering. On February 6, 2012, the Company issued 2,500,000 shares of common stock pursuant to the Registration Statement on Form S-1 for proceeds of $75,000. On March 20, 2012, a majority of the Company’s Board of Directors approved a 2.4:1 forward stock split (the “Forward Stock Split”). Consistent with the Company’s Articles of Incorporation and Delaware General Corporation Law, the action which was approved by a majority of the shareholders, took effect on the opening of business Tuesday, April 03, 2012. As a result of the Forward Stock Split, the 2,500,000 shares of common stock issued pursuant to the Registration Statement on Form S-1, have been adjusted to 6,000,000 shares of common stock. However, the 3,000,000 shares outstanding, which were issued prior to the issuance of common stock pursuant to the Registration Statement on Form S-1, were cancelled and had not been adjusted. In accordance with ASC 260, Earnings Per Share, all share and per share amounts have been retroactively adjusted to the beginning of the period to reflect the Forward Stock Split” (emphasis added).

The Company had filed the Form D with the Commission on July 31, 2012 with respect to the securities referenced in Part II, Item 2.

Response Letter

8. The definition of “Filing” that you used in the acknowledgements at the end of your response letter limits the acknowledgements to the Form 8-K rather than providing acknowledgements related to each of the filings addressed in our comments as requested at the end of our September 21, 2012 letter. Please revise.

Response: In consideration of your comment, the definition of “Filing” used in the acknowledgements at the end of our response letter has been revised to acknowledge each of the other filings addressed in the comment letter dated September 21, 2012.

In connection with the Company’s responding to the comments set forth in the December 6, 2012 letter, the Company acknowledges that:

· The Company is responsible for the adequacy and accuracy of the disclosure in the Filing;

· Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Filing; and

· The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

A copy of this letter and any related documents have also been filed via the EDGAR system. Thank you for your courtesies.

Very truly yours,

/s/ Tom Griffin

Tom Griffin

Chief Executive Officer